Sam Antar v. Patrick Byrne of Overstock.com

The regular readers of this blog are familiar with the issues at Overstock.com. The company can’t turn a profit to save its life, but CEO Patrick Byrne blames that on short sellers. The fact is that the financial statements have some curious things in them, but Byrne never gets around to actually straightening out all the discrepancies.

You see, Patrick Byrne thought he was being cute during last week’s earnings call when he said:

Sam Antar, if you want to join us as an [inter-locketer], I have to stick around — I have to leave in 15 minutes but I’m hoping you’ll join, Sam.

This is none other than the Patrick Byrne who believes a Sith Lord is masterminding a conspiracy that is causing Overstock.com to be a horrible company. The same Patrick Byrne whose underlings threaten teenage bloggers. The same Patrick Byrne who is so interested in his job that he’s busy playing on the internet while he’s supposed to be paying attention to an earnings conference call for investors. The same Patrick Byrne who posts messages about Overstock.com on discussion boards without disclosing that he is the CEO of the company he’s hyping. The same Patrick Byrne whose financial statements hint to the possibility of earnings management.

The list of Byrne antics goes on and on.

So Patrick thinks he’s being cute by calling out Sam Antar. As if Patrick would really answer any of Sam’s questions anyway? Well, he’d probably answer with a bunch of garbage. He couldn’t possibly give a straightforward answer to all the questions surrounding the financial statements, Patrick’s activities as CEO of Overstock, and the activities of certain of Patrick’s underlings.

If Byrne really wants to talk, here’s his chance. Sam is going to be in Salt Lake City on October 31, and he’s inviting Wacky Patty to a meeting. A chance to give straightforward answers to straightforward questions, with no spin.

Sam’s invitation includes the following:

[snip]

During the most recent third quarter conference call, you apparently agreed to address the questions that I have asked in my blog regarding Overstock.com, your actions, and the actions of persons working in concert with you. Meanwhile, you still have not provided clear, truthful, and unambiguous answers to previous questions that I asked you in our previous email exchanges, my email requests to Kevin Moon, and other questions that I have raised in this blog. Instead, you continue to dodge and evade questions about your company, your actions, and persons working in concert with you, with deflection, smears, grandstanding, and false bravado.

[snip]

I will be in Salt Lake City on October 31, 2007 and plan on meeting with investigators from the Securities and Exchange Commission to discuss issues about Overstock.com, you, and other persons working in concert with you. Since you now claim to be ready to engage me, I invite you to answer my questions in person with me and personnel from the Securities and Exchange Commission at 12 PM local time on October 31, 2007 at their Salt Lake City offices. I will waive my rights to have counsel present and any immunity as I voluntarily discuss with the Securities and Exchange the issue of Overstock.com, you, and other persons working in concert with you.

Will you agree to attend such a meeting and answer questions while waiving your right to have counsel present and any immunity, too? Will you come to such a meeting without any counsel or advisors to guide, coach, and advise you, as I have agreed to do? Let the SEC hear your unfiltered explanations of your despicable behavior, deceitful actions, and misleading disclosures. Will you finally answer questions truthfully, clearly, unambiguously, and without deception about Overstock.com’s disclosures, its accounting policies, your lies, your deceptions, your deceit, your distortions, your misleading statements, your despicable behavior, your cronies, and your continued violations of Overstock.com’s Code of Business Conduct and Ethics, in person with me and investigators from the SEC, without having any person around to coach you?

If you accept my advance invitation, plan on spending the entire day at the SEC, rather than a few minutes that you claim to have allocated during your conference call. If you agree to attend such meeting and answer questions, you are invited to tape record the meeting, since I plan on tape recording my questions and your responses.

You will have your golden opportunity to respond to me in person rather than through email or by telephone conference calls. I am quite sure that the SEC would like to hear your explanations of Overstock.com’s disclosures and your deceitful actions without the presence and assistance of any advisors.

[snip]

Now the Overstock supporters got all excited right away. How dare Sam ask Patrick to answer questions. He has no right to ask questions and he doesn’t deserve any answers.

Really? Well this whole question-asking thing was Patrick’s idea, wasn’t it? Sam’s just providing the forum in which to do the question asking and question answering tap dancing.

Hey, if he has nothing to fear, if he has done nothing wrong, he’ll jump at the chance!

And a message board poster made an excellent point. Overstock supporters call Sam all sorts of unflattering names and generally insult him on a regular basis. But no one ever seems to address the substance of any of Sam’s writings. He raises many valid questions that no one ever answers. From The Motley Fool message board:

Sam, has even a single person questioned the content of your posts? It’s heart warming to see the proud OSTK tradition of attacking the person and/or their motives rather than their arguments, isn’t it?

Why oh why do you insist upon exposing truth Sam? The fantasy world is so much more darned interesting. The slimy corporate underbellies are not to be seen by the public don’t you know. We’re only supposed to see what they tell us to look at. Don’t spoil that warm and fuzzy illusion of 600 thread count sheets and Sabine. Sabine, dammit! You probably go around telling kids there is no Easter Bunny. Oh wait, there is and he was at least brave enough to confront Byrne on a conference call [cough] without an invitation.

Sam if you keep this up, AntiSocialMedia (no connection to OSTK. Really! Pay no attention to the man behind the curtain!) will point out that you have a naughty past. Or that someone kind of like you edits Wikipedia. Or that someone like you reviewed books on Amazon. Or will claim Patrick Byrne accidentally bumped into you in the hallway at school and you’ve spent the last 20 years yearning for a way to get back at him and some loon once said you were a spy, so dammit you are. Or your fifth cousin once worked for a someone that got sued by someone. So watch out buddy!

I think if we all band together and attack Sam’s motives hard enough, his discoveries will go away. There’s no place like home, there’s no place like home…

Byrne doesn’t have the balls to show up and answer questions, and we all know it. But maybe just this once he’ll decide to be a manly man and accept Sam’s invitation. With the SEC as an audience, it would certainly be interesting.